<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 4, 1997
-----------------
Date of Report
(Date of Earliest Event Reported)
TOPRO, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
COLORADO 0-19167 84-1042227
- ------------------------------- ----------- ----------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) I. D. Number)
2525 WEST EVANS AVENUE, DENVER, COLORADO 80219
- ---------------------------------------- ----------
(Address of principal executive offices) (zip code)
(303) 935-1221
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
On September 4, 1997, Topro, Inc., d/b/a TAVA Technologies, Inc. ("TAVA")
announced that it is working with Wonderware Corporation to develop a joint
program to provide year 2000 ("Y2K") solutions for industrial automation
systems. This event was announced by TAVA's President and CEO, John Jenkins, at
the Cruttenden Roth Millennium Solution Providers Conference (the "Conference")
held in New York City on September 4, 1997, and in a Press Release dated
September 4, 1997 jointly issued by TAVA and Wonderware. Additional
information is included in the Press Release, which is filed as Exhibit 20.1
hereto.
At the Conference, Mr. Jenkins also announced that TAVA has formed a
marketing alliance with Square D and been designated a "preferred solution"
provider to factory floor Y2K compliance issues. Square D is a division of
Groupe Schneider, a global leader in electrical distribution, control, and
automation equipment. In the U.S., Square D has over 140 local field offices
supporting more than 200 automation focused distributors.
Mr. Jenkins was one of 28 industry executives invited to speak at the
Conference to address the Y2K problem in general and TAVA's Plant Y2K One-TM-
products and services. A summary of Mr. Jenkins' prepared remarks follows:
SIZING THE MARKET. Based upon information provided to TAVA by certain
industry partners, management believes that there are 1,100,000
manufacturing, process related "plants" worldwide, of which 600,000 are in
the U.S., and of which only 70,000 have more than 100 employees. These
70,000 U.S. plants comprise TAVA's target market for its Plant Y2K One-TM-
products and services.
MARKET ACCESS TO "THE FACTORY FLOOR". TAVA hopes to access this target
market by making its services available through market specific partners
and consulting service partners with which it forms marketing alliances,
such as those entered into with Wonderware and Square D. Based upon
information publicly available and provided by Wonderware and Square D,
TAVA estimates that those two companies already have distribution inroads
with approximately 40,000 of the 70,000 plants in TAVA's target market.
Although a firm estimate would be premature, in addition to its core
clientele, management estimates conservatively that, through these
marketing relationships TAVA has gained access to 20,000 plants in its
target market, assuming some overlap in clientele of its two new marketing
partners. Considering factors such as the current lack of competitive
solutions and the perceived assessment of the efficacy of Plant Y2K
One -TM-, management projects that this access may result in sales of
20,000 to 30,000 multi-part units at an average price of $7,000 each over
a two year period. Services related to these projects, generally billed at
$100 per hour with a direct labor gross margin of 55%, are expected to
generate additional revenue for TAVA.
IMMEDIATE IMPACT ON TAVA. TAVA management believes the Y2K solutions
market opens a very large opportunity for significant growth in both
product and service revenues, improved margins on service revenues,
expansion of TAVA's base business share, enhanced
-2-
<PAGE>
acquisition opportunities, expanded strategic alliance base, and the
opportunity to acquire detailed knowledge of and develop expertise in
specific systems. TAVA currently is engaged in ten compliance assessments,
serving pharmaceutical, food processing, aerospace, petro-chemical and
water treatment plants. All of these assessments have revealed compliance
issues that require remediation.
TAVA also realizes that the Y2K market is an emergent and fast changing
one, and that there can be no assurance that TAVA's participation in the
early stages of this new market opportunity will result in profitability
over the long or short term. Mr. Jenkins pointed out significant risks,
including the possibility that a competitor will develop a more
comprehensive or less expensive Y2K solution, delays in market awareness of
TAVA and its product and service solutions, possible delays in TAVA product
roll-out, which could have an immediate and material adverse effect by
placing TAVA behind its competitors for a time-sensitive product, and
inability to engage qualified staff as needed.
FORWARD-LOOKING STATEMENTS. The following cautionary statements are made
pursuant to the Private Securities Litigation Reform Act of 1995 in order for
TAVA to avail itself of the "safe harbor" provisions of that Act. Discussions
and information in this document which are not historical facts should be
considered forward-looking statements. With regard to forward-looking
statements, including those regarding the development of and potential revenues
from TAVA's Y2K products, and the business prospects or any other aspect of
TAVA, be advised that actual results and business performance may differ
materially from that projected or estimated in such forward-looking statements.
TAVA has attempted to identify in this document certain of the factors that it
currently believes may cause actual future experience and results to differ from
its current expectations. In addition to the risks cited above specific to
TAVA's Y2K product, differences may be caused by a variety of factors, including
but not limited to, adverse economic conditions, entry of new and stronger
competitors, inadequate capital, unexpected costs, and failure to capitalize
upon access to new clientele.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is filed with this Report:
20.1 Joint Press Release dated September 4, 1997
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Topro, Inc.
Date: September 4, 1997 By: /s/ John Jenkins
------------------------------------
John Jenkins, President and CEO
-4-
<PAGE>
EXHIBIT 20.1
PRESS RELEASE
WONDERWARE-R- & TOPRO PARTNER TO DEVELOP JOINT PROGRAM
TO PROVIDE YEAR 2000 SOLUTIONS FOR INDUSTRIAL AUTOMATION SYSTEMS.
Irvine, Calif., Sept. 4, 1997 - Wonderware Corporation (Nasdaq: WNDR) and
Topro, Inc., d.b.a. TAVA Technologies (Nasdaq - TPRO) announced today that
the two companies are developing a joint program to assist manufacturing and
production process companies with solutions for upgrading industrial
automation systems to meet requirements for Year 2000 computing compliance on
the plant floor.
"In recent months, there has been an increasing level of publicity and
concern about this looming multi-billion dollar headache, but most of the
attention has been focused on IS departments and installed business systems,"
explained Joe Cowan, Wonderware vice president of sales and marketing. "Very
little has been said about how this issue will affect industrial automation
applications. In fact, the widespread diversity of equipment, systems, and
software used in industrial processes increases the complexity of these
issues."
"Although Wonderware's FactorySuite modules are already Year 2000
compliant and we provide an easy upgrade path for all Wonderware customers to
solve the date-handling problem with their existing systems, we also
recognize that complete Year 2000 compliance must include every piece of
equipment or application used in an industrial automation system. Working
with TAVA we can provide our customers with assistance in assessing their
problems and we can help them avoid Year 2000 disruptions in their
operations," Cowan added.
"TAVA's Plant Y2K One-TM- program includes a detailed assessment
methodology, an extensive compliance database and automated software tools
that are available for implementation by end-user customers," said John
Jenkins, chief executive officer of TAVA. "We believe that Wonderware's
attention to the industry's Year 2000 problems, their pro-active support of
our Plant Y2K One-TM- factory floor initiative, their extensive worldwide
distribution network, Year 2000 compliant software products and ready product
upgrade paths will clearly enhance the ability of many industrial users to
achieve Year 2000 compliance."
FactorySuite is an integrated set of Windows NT-based application
development modules used to configure factory automation systems for
supervisory control and data acquisition; PC-based machine and process
control, production management and work-in-process tracking; flexible batch
process management; a real-time relational database; and Internet and
intranet remote application viewing capabilities. The package comes with more
than 700 I/O servers to connect applications to plant floor control, sensor
and actuation devices.
TAVA Technologies is an industry leader in systems integration and
information technology solutions, helping clients in the manufacturing and
process industries integrate their production processes, applications,
hardware and software into seamless manufacturing enterprises. TAVA is a
leading independent factory automation and control system integrator, with a
staff of 275 system engineers and 10 regional offices throughout the U.S.
<PAGE>
Wonderware pioneered Windows-based ease of use for developing industrial
automation applications with the introduction of InTouch-TM- operator
interface software in 1989. The FactorySuite is the first integrated suite of
easy-to-use software tools for creating any factory application, providing
the broadest range of functionality at the lowest price on the market.
Founded in 1987, Wonderware is based in Irvine, Calif., and has regional
offices in the U.S., Europe, South America and Asia to provide support to its
network of nearly 140 distributor offices. Wonderware reported revenues of
$39.2 million for the first six months of 1997.
This news release contains forward-looking statements that involve risks
and uncertainties. The actual future results of Wonderware and TAVA
Technologies may differ materially from these statements due to a number of
factors, including but not limited to market acceptance of new products and
services as well as competition and pricing in the software industry.
For more information, contact Don Allen, Director of Corporate Relations,
Wonderware Corporation, 100 Technology Drive, Irvine, Calif. 92618. Phone:
(714) 453-6652. Fax: (714) 453-6693.
Or contact Topro Inc., Press Relations: Scott Liolios, Pacific Consulting
Group; Phone: (714) 574-3860.
